“Company Option” means each outstanding option (whether vested or unvested) to purchase shares of Company Common Stock from the Company, whether granted under the Company Stock Plan or otherwise (other than options to purchase shares of Company Common Stock granted under the Company ESPP).
“Company Return” means any income or other material Tax Return of the Company or any of its Subsidiaries.
“Company RSU” means each outstanding restricted stock unit award with respect to Company Common Stock, whether granted under the Company Stock Plan or otherwise, whose vesting as of immediately prior to the Effective Time is conditioned solely on service-based vesting conditions.
“Company Stock Plan” means the Company’s 2021 Stock Option and Incentive Plan, including any amendments thereto in accordance with its terms.
“Company Termination Fee” means an amount equal to $47,700,000.
“Confidentiality Agreement” means that certain confidentiality agreement between the Company and an affiliate of Centerbridge Partners, LP, dated as of June 18, 2025.
“Contract” means any legally binding agreement, contract, subcontract, lease, instrument, bond, mortgage, indenture, license or sublicense, or other legally binding commitment.
“COVID-19” means the coronavirus (COVID-19) pandemic, including any evolutions or mutations of the coronavirus (COVID-19) disease, and any related or associated epidemics, pandemics or disease outbreaks.
“Debt Commitment Letter” means the debt commitment letter, dated as of the date of this Agreement, between Parent and the Financing Sources party thereto (together with all annexes, exhibits, schedules and other attachments thereto and as amended, restated, amended and restated, supplemented, replaced, substituted, waived or otherwise modified in accordance with its terms and to the extent permitted by, and in accordance with, Section 5.6).
“Effect” means any event, change, effect, occurrence, condition, state of facts, circumstance or development.
“Entity” means any corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any company limited by shares, limited liability company or joint stock company), firm, society or other enterprise, association, organization or entity (including any Governmental Entity).
“Environmental Law” means all applicable Laws concerning pollution, human health or safety (to the extent relating to exposure to Hazardous Substances) or protection of natural resources or the environment, including any such Law relating to the manufacture, handling, transport, use, treatment, storage, disposal or release of, or exposure to, any Hazardous Substances.
“Environmental Permits” means all Governmental Authorizations required to be obtained by the Acquired Companies under applicable Environmental Law in connection with their respective businesses.
“ERISA” means the Employee Retirement Income Security Act of 1974.
“ERISA Affiliate” means any entity, trade or business (whether or not incorporated) that is, or at any applicable time was, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the Company or any Subsidiary of the Company.
“Ex-Im Laws” means all U.S. and non-U.S. Laws and Orders relating to export, reexport, transfer, retransfer, and import controls, including the U.S. Export Administration Regulations, the customs and import Laws administered by U.S. Customs and Border Protection and the EU Dual Use Regulation.
“Exchange Act” means the Securities Exchange Act of 1934.
“Financing Sources” means, collectively, the entities who have committed to provide or arrange the Debt Financing and any Person that provides, or has entered into, or in the future enters into, any Contract (including any Financing Agreement) with Parent or any of its Affiliates in connection with, or that is